Common use of Substitution of Banks Clause in Contracts

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an “Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank’s Loans and Committed Line Portion; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld).

Substitution of Banks. Upon the receipt by the Borrower from any Bank (an “Affected Bank”"AFFECTED BANK") of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as 3.01 or Section 3.03, or a result of a Bank failing notice to fund its Pro Rata Advance Share to the Borrower through the Administrative Agent (under Section 3.02(a), unless the Borrower and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such constituting a Defaulting Bank as defined in Section 1.01)claim for compensation or such notice on the Borrower, the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank’s Loans 's Advances and Committed Line PortionRevolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (dii) designate a Replacement Bank replacement bank or financial institution (ethe "Substitute Bank") remove to acquire and assume all or part of such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the AgentsAffected Bank's Advances and Revolving Commitment. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Substitute Bank under clause (b) or (dii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrower's obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a LIBOR Loan or Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03 or clause (b) of Section 3.02, the (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”)) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (c60) request one or more of the other Banks days, Borrower shall be permitted to acquire and assume all or part of prepay in full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Loan Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at parSection 10.13 or the effect of the circumstances described in Section 3.03, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under in clause (b) of Section 3.02 or in Section 3.06 and (dC) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.

Substitution of Banks. Upon If (a) any Bank shall become an Impaired Bank, (b) the receipt obligation of any Bank to make Eurodollar-based Advances has been suspended pursuant to Section 10.3 or 10.4, (c) any Bank has demanded compensation under Section 3.4(d), 10.5 or 10.6 or (d) any Bank has not approved an amendment, waiver or other modification of this Agreement, if such amendment or waiver has been approved by the Borrower from any Majority Banks and the consent of such Bank is required (in each case, an “Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), then the Borrower may: (a) request Agent or the Borrowers shall have the right to make written demand on the Affected Bank (with a copy to use reasonable efforts the Borrowers in the case of a demand by the Agent or with a copy to designate the Agent in the case of a different lending office for funding or booking its Loans hereunder or demand by the Borrowers) to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank shall assign, to any unreimbursed costs one or expense more financial institutions that comply with the provisions of Section 12.8 hereof (and the Borrower hereby agrees “Purchasing Bank” or “Purchasing Banks”) to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request purchase the Affected Bank or Advances of the Defaulting Bank (Revolving Credit, Swing Line and/or the Term Loan, as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all , of such Affected Bank’s or Defaulting Bank’s Bank (including, without limitation, its participating interests in outstanding Swing Line Advances and Letters of Credit) and assume the commitment of the Affected Bank to extend credit under the Revolving Credit (including without limitation its obligation to purchase participations interest in Swing Line Advances and Letters of Credit) under this Agreement. The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, Swing Line and/or the Term Loan, as the case may be, and assign its commitment to extend credit under the Revolving Credit (including without limitation its obligations to purchase participations in Swing Line Advances and Letters of Credit) Loans and Committed Line Portion to such Purchasing Bank or Purchasing Banks within ten (a “Replacement Bank”); (c10) request one or more days after receiving notice from the Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the other Banks sale. In connection with any such sale, and as a condition thereof, the Borrowers shall pay to acquire and assume the Affected Bank all or part fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten (10) Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 10.1 if the Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(d), 10.5 and 10.6 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s Loans commitment, and Committed Line Portion; (d) designate the Affected Bank shall be released from its obligations hereunder to a Replacement corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 12.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Commitment and the applicable Term Loan Percentages of the Term Loan of the Affected Bank. In connection with any assignment pursuant to this Section 12.11, the Borrowers or (e) remove such Defaulting the Purchasing Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 12.8.”

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (1) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01 or (2) is unable to make or maintain a LIBOR Loan or LIBOR Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.013.03 or clause (2) of Section 3.02, Borrower may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.03 or clause (2) of Section 3.02 to be applicable), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion , give written notice (a “Replacement BankNotice”); ) to Administrative Agent and to each Bank of Borrower’s intention either (cx) request one or more of to prepay in full the other Banks to acquire and assume all or part of such Affected Bank’s Loans Note and Committed Line Portion; (d) designate a Replacement Bank to terminate the Affected Bank’s entire Loan Commitment or (ey) remove to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Defaulting Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (in 30) days of its various capacities hereunder) upon receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate properly demanded and unreimbursed under clause (a) above Sections 3.01 and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)3.05.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a Term SOFR Loan or a Daily SOFR Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03, the (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”)) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (c60) request one or more of the other Banks days, Borrower shall be permitted to acquire and assume all or part of prepay in full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at par, Section 10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, such removal is approved by Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the Agents. Any total Commitments before giving effect to such designation of an alternative officeterminations, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) prepayments shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.

Substitution of Banks. Upon In the receipt by event (a) the Borrower receives a claim from any Bank (an “Affected Bank”) of a claim for compensation under Section 4.03 9.3 or upon 12.1 hereof, (b) the Borrower repaying receives notice from any Loan (or portion thereof) advanced hereunder Bank of any illegality pursuant to Section 2.12 as a result of 10.1 hereof, (c) any Bank is in default in any material respect with respect to its obligations under the Credit Documents, or (d) a Bank failing fails to fund its Pro Rata Advance Share consent to an amendment or waiver requested under Section 12.13 hereof at a time when the Administrative Agent Required Banks have approved such amendment or waiver (any such constituting a Defaulting Bank referred to in clause (a), (b), (c), or (d) above being hereinafter referred to as defined in Section 1.01an "Affected Bank"), the Borrower may: (a) request , in addition to any other rights the Borrower may have hereunder or under applicable law, require, at its expense, any such Affected Bank to use reasonable efforts to designate a different lending office for funding or booking assign, at par PLUS accrued interest and fees, without recourse, all of its Loans hereunder or to assign its rights interest, rights, and obligations hereunder to another (including all of its officesCommitment and the Loans and other amounts at any time owing to it hereunder and the other Credit Documents) to a commercial bank or other financial institution specified by the Borrower, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment PROVIDED that (i) eliminates such assignment shall not conflict with or reducesviolate any law, in the futurerule or regulation or order of any court or other governmental authority, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request shall have received the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank’s Loans and Committed Line Portion; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (Administrative Agent, which consent shall not be unreasonably withheldwithheld or delayed, to such assignment, (iii) the Borrower shall have paid to the Affected Bank all monies (together with amounts due such Affected Bank under Section 1.10 hereof as if the Loans owing to it were prepaid rather than assigned) other than such principal owing to it hereunder, and (iv) the assignment is entered into in accordance with the other requirements of Section 12.12 hereof (provided any assignment fees and reimbursable expenses due thereunder shall be paid by the Borrower).

Substitution of Banks. Upon (a) the receipt by the Borrower Company from any Bank (an “Affected Bank”) of a claim for compensation under under, or notice from any Bank of a circumstance described in, Section 4.03 3.1, Section 3.2, Section 3.3, or upon (b) any Bank being downgraded so that it no longer satisfies the Borrower repaying Rating Qualification, or (c) any Loan (or portion thereof) advanced hereunder Bank electing not to extend the Scheduled Termination Date before the date 50 days before such Scheduled Termination Date pursuant to Section 2.12 as 2.13 after a result of request to do so by the Company or the Trustee pursuant to that Section, or (d) a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting becoming a Defaulting Bank (a Bank described in any of the foregoing clauses (a) through (d) being referred to as defined in Section 1.01an "Affected Bank"), the Borrower Company may: (ai) except in the case of an Affected Bank described in clause (c) above, request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate obtain an Eligible Assignee (which, in the case of a replacement bank substitution as a result of a claim or financial institution satisfactory circumstance referred to in clause (a) above, would not following such substitution subject the Borrower Company or be subject to similar claims or circumstances) to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans 's Advances and Committed Line Portion (a “Replacement Bank”)Commitment; (cii) request one or more of the other Banks to acquire and assume all or a ratable part of such Affected Bank’s Loans 's Advances and Committed Line PortionCommitment; or (diii) designate an Eligible Assignee to acquire and assume all or a Replacement ratable part of such Affected Bank's Advances and Commitment (any Bank or Eligible Assignee making an acquisition and assumption pursuant to clause (ei), (ii), or (iii) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due above being referred to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agentsas a "Replacement Bank"). Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (bi) or (diii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (Agent, which consent shall not be unreasonably withheld. In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign its rights and obligations hereunder, including its Commitment and Advances, to a Replacement Bank selected in accordance with the foregoing upon payment by the Replacement Bank to such Bank of the Principal Amount of the Affected Bank's Advances (with any accrued but unpaid interest thereon and any accrued but unpaid commitment fee under Section 2.8 to be payable to the Affected Bank as provided in the Assignment and Acceptance), to effect each such assignment in accordance with, and subject to the terms and conditions of, Section 10.8, and to take all other action reasonably necessary to permit a Replacement Bank to succeed to its rights and obligations hereunder; provided, however, that the Company shall be liable for the payment upon demand, but subject to Section 2.10(d), of all costs and other amounts arising under Section 3.4 that result from the acquisition of any Affected Bank's LIBOR Advances (or any portion thereof) by a Bank or a Replacement Bank on a date other than the last day of the applicable Interest Period therefor.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Revolving Credit Bank to make Eurodollar-based Advances has been suspended pursuant to Section 10.3 or Section 10.4, (ii) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 10.5 or upon the Borrower repaying any Loan 10.7 or (or portion thereofiii) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing has wrongfully failed to fund its Pro Rata percentage of any requested Advance Share to the Administrative Agent under Section 2.4(c) (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 10.1 if Company has prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 10.5 or 10.7 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to, and subject to the prior written consent of conditions of, Section 12.8 hereof. In connection with any assignment pursuant to this Section 10.6, Company or the Swing Line Bank and each Issuing Bank (which consent Purchasing Lender shall not be unreasonably withheld)pay to the Agent the administrative fee for processing such assignment referred to in Section 12.8.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01, (ii) is unable to make or maintain a Term SOFR Loan or Daily SOFR Loan as a result of a condition described in Section 3.03, (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower to pay any Indemnified Taxes or other amounts to such Bank or any Governmental Authority pursuant to Section 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (B) such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to secure a Replacement Bank (as defined below) and shall be diligently pursuing such attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, (1) the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver, (2) Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 12.05(b), (3) such Affected Bank shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts), (4) in the case of any such assignment resulting from a claim for compensation under Section 4.03 3.01 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder payments required to be made pursuant to Section 2.12 as 10.13, such assignment will result in a result reduction in such compensation or payments thereafter and (5) such assignment does not conflict with applicable Laws; provided, further, that in the case of a an Affected Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank as defined in Section 1.01), the Borrower may: (a) request the Affected Bank to use after using its commercially reasonable efforts to designate do so for a different lending office for funding or booking its Loans hereunder or period of sixty (60) days, Borrower shall be permitted to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, prepay in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Loan Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have occurred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at par, Section 10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such removal is approved by Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the Agents. Any total Loan Commitments before giving effect to such designation of an alternative officeterminations, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) prepayments shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.

Substitution of Banks. Upon the receipt by the Borrower from If any Affected Bank (an “Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder has given --------------------- Notice pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01)2.2 or 2.4, the Borrower mayshall, at its election, take one of the following actions: (ai) request revoke (subject to payment of any amounts required under Section 2.6) any then pending Notice of proposed Borrowing or Conversion and give another Notice for a Borrowing or a Conversion to be made up of, and/or prepay or convert each existing Borrowing made up of Loans subject to such Notice into a Borrowing consisting of, Loans not subject to such increased costs or not claimed to be illegal; (ii) if any Affected Bank has given Notice of increased costs, agree to pay such increased costs, on terms and conditions mutually satisfactory to the Borrower and such Affected Bank; (iii) instruct the Affected Bank to use reasonable efforts make such Affected Bank's Loan as a Prime Loan, which shall be converted to designate a different lending office for funding or booking its Loans hereunder or Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request the non-Affected Banks to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment take over all (but not part) of such Affected Bank's Loans; provided, such designation however, that -------- ------- the non-Affected Banks may elect to take over fewer than all of the Affected Bank's Loans; or assignment (iv) eliminates if and only if the non-Affected Banks have elected to take over less than all of the Affected Bank's Loans, designate a Replacement Lender or reducesLenders to take over all of the Loans of the Affected Bank not being taken over by the non-Affected Banks subject, in the futurecase of (v), amounts payable pursuant to Section 4.03 and the requirement that no Replacement Lender may have a Commitment of less than $5,000,000. If one or more non-Affected Banks shall so agree in writing, such non-Affected Banks (iipro rata according to their outstanding Loans) does not subject shall make Loans to the Borrower in an aggregate amount equal to the portion of the outstanding Loans of the Affected Bank being replaced pursuant to any unreimbursed costs or expense this sentence (and in the Borrower hereby agrees same admixture of Prime Loans and Eurodollar Loans as all the outstanding Loans of the Affected Bank) on a date mutually acceptable to pay all reasonable costs such non-Affected Banks and expenses incurred by any Affected Bank in connection with any the Borrower. The proceeds of such designation or assignment); (b) request Loans shall be used to repay the outstanding principal amount of the Loans of the Affected Bank or being taken over the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to non-Affected Banks. If the Borrower to acquire and assume designates a Replacement Lender or Lenders in respect of all or a ratable part portion of all the outstanding Loans of the Affected Bank, such Replacement Lenders shall purchase such Loans or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Loans being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Loans, for a purchase price equal to the outstanding principal amount of the Loans of such Affected Bank’s or Defaulting Bank’s (as Bank being purchased. Thereafter, the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part Commitment of such Affected Bank’s Bank shall be allocated pro rata among such non-Affected Banks and/or such Replacement Lender(s). Any purchase of Eurodollar Loans by non-Affected Banks or Replacement Lenders shall take place only on the last day of the relevant Eurodollar Interest Period, or as otherwise required by Section 2.4. Upon accomplishment of the foregoing, the Affected Bank shall no longer have any obligations hereunder (except for obligations, if any, accrued before and Committed Line Portion; (dnot discharged as of such accomplishment) designate and shall no longer constitute a Bank for the purposes of this Agreement. Upon completing any purchase pursuant to this Section 2.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The Borrower shall provide replacement Notes to each Replacement Lender and to any non-Affected Bank making Loans pursuant to this Section 2.5 to reflect the identity of, and/or the increased or new, respectively, Commitment of, each such non-Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at parReplacement Lender, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)respectively.

Substitution of Banks. Upon the receipt by If (a) any Bank becomes an affected Bank under Section 8.01 or has demanded compensation under Section 8.02, (b) the Borrower from has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.03 (such Bank, in either clause (a) or (b), an “Affected Increased Cost Bank”), (c) any Bank has become a Defaulting Bank and has failed to cure its default within five days after the Borrower's request that it cure such default or (d) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(b) to 9.05(f), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a “Non-Consenting Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant whose consent is required has not been obtained, in each case, then, with respect to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (each such constituting a Increased Cost Bank, Defaulting Bank as defined in Section 1.01or Non-Consenting Bank (each a “Selling Bank”), the Borrower may: (a) request shall have the Affected Bank right, with the assistance of the Agent, to use reasonable efforts to designate a different lending office for funding seek one or booking its Loans hereunder more banks or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to acquire purchase the Selling Bank's Loans, its participation interests in any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s on the terms specified in this Section 8.06. The Selling Bank shall be obligated (as the case may beand hereby irrevocably agrees) to sell its Loans and Committed Line Portion its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (a “Replacement Bank”); (c) request which may include one or more of the other Banks Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount of Loans held by the Selling Bank and assume any amounts funded by the Selling Bank with respect to its participation interests in unpaid Reimbursement Obligations or Swingline Loans, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all or part fees accrued for its account hereunder to but excluding the date of such Affected sale, plus, if demanded by the Selling Bank at least two Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation, Taxes or other amounts accrued for such Selling Bank’s Loans 's account under Section 8.02 or Section 8.03, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and Committed Line Portion; (d) designate a Replacement shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or (e) remove Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Defaulting Purchasing Bank (shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in its various capacities hereunder) upon respect of which such Selling Bank was a Non-Consenting Bank. Upon the payment prepayment of all amounts then due owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer constitute a “Bank” for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder and other rights of such Selling Bank which pursuant to the express terms of this Agreement survive shall survive as to such Defaulting Selling Bank. If the Selling Bank hereunder at paris also an LC Issuing Bank, its obligation to the extent issue, amend, renew or extend Letters of Credit shall terminate concurrently with such removal is approved by the Agents. Any such designation of sale and its status as an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each LC Issuing Bank (which consent but not its right to indemnification or such other rights hereunder) shall not be unreasonably withheld)terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero or have been fully cash collateralized or supported by other letters of credit, in each case, in a manner satisfactory to the LC Issuing Bank.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), then Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Revolving Credit Note and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Revolving Credit Note.

Substitution of Banks. Upon the receipt by the Borrower from If (i) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 or upon 8.03, (ii) the Borrower repaying has become obligated to pay any Loan (Taxes or portion thereof) advanced hereunder other amounts to or for the account of any Bank pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent 8.04 (such constituting Bank, in either clause (i) or (ii), an "Increased Cost Bank"), (iii) any Bank has become a Defaulting Bank as defined and has failed to cure its default within five days after the Borrower's request that it cure such default or (iv) in Section 1.01connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a "Non-Consenting Bank") whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a "Selling Bank"), the Borrower may: (a) request shall have the Affected Bank right, with the assistance of the Agent, to use reasonable efforts to designate a different lending office for funding seek one or booking its Loans hereunder more banks or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to acquire purchase the Selling Bank's Loans and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated (and hereby irrevocably agrees) to sell its Loans to such Purchasing Bank or a ratable part of all of such Affected Bank’s or Defaulting Bank’s Banks (as the case which may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request include one or more of the other Banks Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and assume all or part as a condition thereof, the Borrower shall pay to the Selling Bank, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such Affected Bank’s Loans sale and Committed Line Portion; (dii) designate a Replacement any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or (e) remove Banks shall assume the Commitment of the Selling Bank and acquire the Loans of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Defaulting Purchasing Bank (shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank and Loans equal to the amount of Loans acquired from the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in its various capacities hereunder) upon respect of which such Selling Bank was a Non-Consenting Bank. Upon the payment of all amounts then due owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer constitute a "Bank" for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder shall survive as to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)Selling Bank.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a LIBOR Loan, LIBOR Daily Loan or LIBOR Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03 or clause (2) of Section 3.02, (iii) has any increased costs as described in Section 3.06, (iv) requires the Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender, Borrower may, within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement BankNotice”); ) to Administrative Agent and to each Bank of Borrower’s intention either (cx) request one or more of to prepay in full the other Banks to acquire and assume all or part of such Affected Bank’s Loans and Committed Line Portion; (d) designate a Replacement Bank to terminate the Affected Bank’s entire Loan Commitment or (ey) remove to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Defaulting Replacement Notice. After its replacement, an Affected Bank shall remain entitled to the benefits of Sections 3.01, 3.06, 10.13 and 12.04 in respect of the period prior to its replacement. In the event Borrower opts to give the Replacement Notice described in clause (in x) above, and if the Affected Bank shall not agree within thirty (30) days of its various capacities hereunder) upon receipt thereof to waive the payment of the Additional Costs, Indemnified Taxes or other amounts in question or the effect of the circumstances described in Section 3.03, in clause (2) of Section 3.02 or in Section 3.06 or the Affected Bank shall continue to be a Defaulting Lender, then, so long as no Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.16(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Loans, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate properly demanded and unreimbursed under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld).Sections 3.01,

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a LIBORTerm SOFR Loan, Daily SOFR Loan or Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03 or clause (b) of Section 3.02, the (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”)) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (c60) request one or more of the other Banks days, Borrower shall be permitted to acquire and assume all or part of prepay in full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Loan Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at parSection 10.13 or the effect of the circumstances described in Section 3.03, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under in clause (b) of Section 3.02 or in Section 3.06 and (dC) to the extent two or more Affected Banks are so prepaid and their Loan Commitments terminated, such Affected Banks’ aggregate Loan Commitments so terminated shall not exceed 5% of the total Loan Commitments before giving effect to such terminations, and such prepayments shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.

Substitution of Banks. Upon the receipt by the Borrower from If any Affected Bank (an “Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder has given --------------------- Notice pursuant to Section 2.12 as 2.2 or 2.4, the Borrowers shall, at their election, take one of the following actions: (i) revoke (subject to payment of any amounts required under Section 2.6) any then pending Notice of proposed Borrowing or Conversion and give another Notice for a result Borrowing or a Conversion to be made up of, and/or prepay or convert each existing Borrowing made up of Loans subject to such Notice into a Borrowing consisting of, Loans not subject to such increased costs or not claimed to be illegal; (ii) if any Affected Bank failing has given Notice of increased costs, agree to fund its Pro Rata Advance Share pay such increased costs, on terms and conditions mutually satisfactory to the Administrative Agent Borrowers and such Affected Bank; (such constituting a Defaulting Bank as defined in Section 1.01), the Borrower may: (aiii) request instruct the Affected Bank to use reasonable efforts make such Affected Bank's Loan as a Prime Loan or a CD Loan, which shall be converted to designate a different lending office for funding or booking its Loans hereunder or Eurodollar Loan at such time as such Notice is no longer applicable; (iv) request the non-Affected Banks to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment take over all (but not part) of such Affected Bank's Loans; provided, such designation -------- however, that the non-Affected Banks may elect to take over fewer than all of ------- the Affected Bank's Loans; or assignment (iv) eliminates if and only if the non-Affected Banks have elected to take over less than all of the Affected Bank's Loans, designate a Replacement Lender or reducesLenders to take over all of the Loans of the Affected Bank not being taken over by the non-Affected Banks subject, in the futurecase of (v), amounts payable pursuant to Section 4.03 and the requirement that no Replacement Lender may have a Commitment of less than $5,000,000. If one or more non-Affected Banks shall so agree in writing, such non-Affected Banks (iipro rata according to their outstanding Loans) does not subject shall make Loans to the Borrowers in an aggregate amount equal to the portion of the out- standing Loans of the Affected Bank being replaced pursuant to any unreimbursed costs or expense this sentence (and in the Borrower hereby agrees same admixture of Prime Loans, CD Loans and Eurodollar Loans as all the outstanding Loans of the Affected Bank) on a date mutually acceptable to pay all reasonable costs such non-Affected Banks and expenses incurred by any Affected Bank in connection with any the Borrowers. The proceeds of such designation or assignment); (b) request Loans shall be used to repay the outstanding principal amount of the Loans of the Affected Bank or being taken over the Defaulting Bank (as non-Affected Banks. If the case may be) to use its best efforts to Borrowers designate a replacement bank Replacement Lender or financial institution satisfactory to the Borrower to acquire and assume Lenders in respect of all or a ratable part portion of all the outstanding Loans of the Affected Bank, such Replacement Lenders shall purchase such Loans or portion, without recourse to or warranty by (other than a warranty from the Affected Bank as to the principal amount of the Loans being purchased), or expense to, such Affected Bank, and such Affected Bank shall sell such Loans, for a purchase price equal to the outstanding principal amount of the Loans of such Affected Bank’s or Defaulting Bank’s (as Bank being purchased. Thereafter, the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part Commitment of such Affected Bank’s Bank shall be allocated pro rata among such non-Affected Banks and/or such Replacement Lender(s). Any purchase of CD Loans or Eurodollar Loans by non-Affected Banks or Replacement Lenders shall take place only on the last day of the relevant CD Interest Period or Eurodollar Interest Period (except, in the case of Eurodollar Loans, as otherwise required by Section 2.4). Upon accomplishment of the foregoing, the Affected Bank shall no longer have any obligations hereunder (except for obligations, if any, accrued before and Committed Line Portion; (dnot discharged as of such accomplishment) designate and shall no longer constitute a Bank for the purposes of this Agreement. Upon completing any purchase pursuant to this Section 2.5 and upon executing a counterpart of this Agreement, each Replacement Lender shall become a Bank hereunder. The Borrowers shall provide replacement Notes to each Replacement Lender and to any non-Affected Bank making Loans pursuant to this Section 2.5 to reflect the identity of, and/or the increased or new, respectively, Commitment of, each such non-Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at parReplacement Lender, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)respectively.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 12.5, 12.7 or upon the Borrower repaying any Loan 3.4(b) or (or portion thereofiii) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing has wrongfully failed to fund its Pro Rata percentage of any requested Advance Share to the Administrative Agent under Section 2.4(c) or Section 3.6, (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Borrowers shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 12.1 if Borrowers have prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Section 12.5, 12.7 or 3.4(b) to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder at parand shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Borrowers or the Purchasing Lender shall pay to the extent Agent the administrative fee for processing such removal is approved by assignment referred to in Section 14.8. Upon the Agents. Any such designation consummation of an alternative officeany sale pursuant to this Section 12.8, branch or Affiliate under clause (a) above the Affected Lender, the Agent and any such designation of a Replacement Bank under clause (b) or (d) Borrowers shall be subject to the prior written consent of the Swing Line Bank and make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives new Notes, as applicable.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a Term SOFR Loan or a Daily SOFR Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03, the (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”)) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (c60) request one or more of the other Banks days, Borrower shall be permitted to acquire and assume all or part of prepay in full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at par, ​ ​ Section 10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, such removal is approved by Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the Agents. Any total Commitments before giving effect to such designation of an alternative officeterminations, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) prepayments shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)made ratably in accordance with such Affected Banks’ respective Pro Rata Shares.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or 12.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 12.5 or upon 12.6 or has defaulted in its obligation to make Advances under Article 2 (in each case, an "Affected Bank"), then the Borrower repaying any Loan Borrowers shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0114.8 hereof), with the Borrower may: (a) request assistance of the Affected Bank Agent, to use reasonable efforts to designate seek a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected substitute Bank or the Defaulting Bank Banks (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Bank" or "Purchasing Banks") to acquire purchase the Advances of the Revolving Credit and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit, and Committed Line Portion; (d) designate a Replacement assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Borrowers requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Borrowers shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Bank under Section 12.1 if the applicable Borrower has prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 12.5 and 12.6 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder at parto a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Borrowers and the Agent, shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Bank. In connection with any assignment pursuant to this Section 12.7, the Borrowers or the Purchasing Bank shall pay to the extent Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 14.8.

Substitution of Banks. Upon the receipt by If one or more Banks requests compensation pursuant to Section 2.14 or declares a Eurodollar Event pursuant to Section 2.13 or the Borrower is required to deduct United States withholding taxes pursuant to Section 2.11(f) from amounts payable to one or more Banks under the Loan Documents (any such request, declaration or withholding is herein called a “Substitution Event” and any such Bank (is herein called an “Affected Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan may give notice to such Affected Bank (or portion thereof) advanced hereunder pursuant to Section 2.12 as with a result of a Bank failing to fund its Pro Rata Advance Share copy to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees Funds Administrator) that it wishes to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation seek one or assignment); more Eligible Assignees (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks Banks) to acquire and assume all or part the Commitment of such Affected Bank’s Bank and to purchase the Loans of such Affected Bank and Committed Line Portion; the other interests of such Affected Bank in the Loan Documents (d) designate a Replacement collectively, the “Affected Interests”). Each Affected Bank or (e) remove agrees to sell all of its Affected Interests pursuant to Section 9.02 to any such Defaulting Eligible Assignee for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on the Loans of such Affected Bank (and all commitment fees and other fees and amounts due such Affected Bank under the Loan Documents, calculated, in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at pareach case, to the extent date such removal is approved by Affected Interests are purchased, whereupon such Affected Bank shall have no further Commitment or other obligation to the AgentsBorrower under the Loan Documents. Any such designation of an alternative officeNotwithstanding the foregoing, branch or Affiliate under clause the Borrower may not replace any Affected Bank if (a) above and any the Bank or Banks involved in such designation Substitution Event have aggregate Commitment Percentages in excess of a Replacement Bank under clause thirty five percent (35%) or (b) or (d) shall be subject the Borrower does not seek to the prior written consent of the Swing Line replace each Bank and each Issuing Bank (which consent shall not be unreasonably withheld)involved in such Substitution Event.

Substitution of Banks. Upon the receipt by the Borrower from (a) If any Bank (an “Affected a "Selling Bank”") of a claim gives notice pursuant to Section 8.2 that it is unlawful or impossible for such Bank to make, maintain or fund its Euro-Dollar Loans or demands compensation under Section 4.03 8.3 or upon 8.4, Borrower shall have the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result right, with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Documentation Agent and the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01)Agent, the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request seek one or more banks or other institutions (collectively, the "Purchasing Banks") willing to purchase the outstanding Loans of the other Banks Selling Bank and its participation in any outstanding Letters of Credit and to acquire assume the Selling Bank's Commitment and assume all or part its participation in any outstanding Letters of such Affected Bank’s Loans and Committed Line PortionCredit on the terms specified in this Section 8.6; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and provided that any such designation of purchase and assumption by a Replacement Purchasing Bank under clause (b) or (d) that is not already a Bank shall be subject to the prior written consent of the Swing Line Bank Administrative Agent and each Issuing Fronting Bank (which consent consents shall not be unreasonably withheld).. The Selling Bank shall be obligated to sell its outstanding Loans and its participation in any outstanding Letters of Credit to such Purchasing Bank or Banks (which may include one or more of the Banks) within fifteen (15) days after receiving notice from Borrower requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of sale. (b) In connection with any such sale, and as a condition thereof, Borrower shall pay to the Selling Bank all facility fees and letter of credit fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Selling Bank at least two (2) Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.13 if Borrower had prepaid the outstanding Euro- Dollar Loans of the Selling Bank on the date of such sale and (ii) any additional compensation accrued for its account under Section 2.13 to but excluding said date. (c) Upon any such sale, the Purchasing Bank or Banks shall assume the Selling Bank's Commitment and its participation in any outstanding Letters of Credit, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent. The Selling Bank, as assignor, such Purchasing Bank, as assignee, the Administrative Agent and each Fronting Bank shall enter into an appropriate assignment and assumption agreement, whereupon (x) if such Purchasing Bank is already one of the Banks, its Commitment shall be increased by an amount equal to its ratable share of the Selling Bank's Commitment and its participations in the outstanding Letters of Credit shall be increased by its ratable share of the Selling Bank's

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 11.1, 11.5 or upon 11.6, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result 13.8 hereof), with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting Agent, to seek a Defaulting Bank as defined in Section 1.01), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected substitute Bank or the Defaulting Bank Banks (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Bank" or "Purchasing Banks") to acquire purchase the Advances of the Revolving Credit and/or Swing Line and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit and/or Swing Line and Committed Line Portion; (d) designate a Replacement assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations hereunder at parto a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank shall pay to the extent Administrative Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon the receipt by the Borrower from If (i) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 8.03 or upon (ii) the Borrower repaying has become obligated to pay any Loan (Taxes or portion thereof) advanced hereunder other amounts to or for the account of any Bank pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent 8.04 (such constituting Bank, in either case, being called a Defaulting Bank as defined in Section 1.01"Selling Bank"), the Borrower may: (a) request shall have the Affected Bank right, with the assistance of the Agent, to use reasonable efforts to designate a different lending office for funding seek one or booking its Loans hereunder more banks or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution other institutions satisfactory to the Borrower Borrower, the LC Issuing Banks and the Agent (collectively, the "Purchasing Banks") willing to acquire purchase the Selling Bank=s Note and its share of any unpaid Reimbursement Obligations and assume the Commitment of the Selling Bank, all on the terms specified in this Section 8.06. The Selling Bank shall be obligated to sell its Note and its share of any unpaid Reimbursement Obligations to such Purchasing Bank or a ratable part of all of such Affected Bank’s or Defaulting Bank’s Banks (as the case which may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request include one or more of the other Banks Banks) within 15 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and assume as a condition thereof, the Borrower shall pay to the Selling Bank all or part fees accrued for its account hereunder to but excluding the date of such Affected Bank’s sale, plus, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any compensation which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Fixed Rate Loans of the Selling Bank on the date of such sale and Committed Line Portion; (dii) designate a Replacement any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid). Upon such sale, the Purchasing Bank or Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Selling Bank, as assignor, such Purchasing Bank, as assignee, the Borrower, the LC Issuing Banks and the Agent shall enter into an assignment and assumption agreement substantially in the form of Exhibit G hereto, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. If the Selling Bank is also an LC Issuing Bank, its obligation to issue or extend Letters of Credit (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation or permit an automatic extension of an alternative office, branch or Affiliate under clause (a) above and any such designation "evergreen" Letter of a Replacement Bank under clause (b) or (dCredit) shall be subject to the prior written consent of the Swing Line Bank terminate concurrently with such sale and each its status as an LC Issuing Bank (which consent but not its right to indemnification hereunder) shall not be unreasonably withheld)terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (b) any Bank has demanded compensation under Section 3.4(b), 11.1 or 11.5, (in each case, an “Affected Bank”) of a claim for compensation under Section 4.03 or upon ), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0113.8 hereof), with the Borrower may: (a) request assistance of the Affected Bank Agent, to use reasonable efforts to designate seek a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected substitute Bank or the Defaulting Bank Banks (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the “Purchasing Bank” or “Purchasing Banks”) to acquire purchase the Advances of the Revolving Credit and/or Swing Line, as the case may be and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit and/or Swing Line and Committed Line Portion; (d) designate a Replacement assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s commitment, and the Affected Bank shall be released from its obligations hereunder at parto a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank shall pay to the extent Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3, 11.4 or 11.6 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 11.1 or upon 11.5 (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0113.8 hereof), with the Borrower may: (a) request assistance of the Affected Bank Agent, to use reasonable efforts to designate seek a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected substitute Bank or the Defaulting Bank Banks (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks")) to purchase the Advances of the Revolving Credit and other Banks Indebtedness payable to acquire such Bank and assume all or part the commitments (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans . The Affected Bank shall be obligated to sell its Advances of the Revolving Credit and Committed Line Portion; (d) designate a Replacement other Indebtedness payable to such Bank and assign its commitments to such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Bank all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (ei) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Bank under Section 11.1 if the Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank's commitment, and the Affected Bank shall be released from its obligations thereafter arising hereunder at parto a corresponding extent. If any Purchasing Bank is not already one of the Banks, the Affected Bank, as assignor, such Purchasing Bank, as assignee, the Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank shall pay to the extent Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon the receipt by If (i) any Bank has demanded compensation under Section 8.03, (ii) the Borrower from has become obligated to pay any Taxes or other amounts to or for the account of any Bank pursuant to Section 8.04 (such Bank, in either clause (i) or (ii), an “Affected Increased Cost Bank”), (iii) any Bank has become a Defaulting Bank and has failed to cure its default within five days after the Borrower’s request that it cure such default or (iv) in connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a “Non-Consenting Bank”) of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant whose consent is required has not been obtained, in each case, then, with respect to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (each such constituting a Increased Cost Bank, Defaulting Bank as defined in Section 1.01or Non-Consenting Bank (each a “Selling Bank”), the Borrower may: (a) request shall have the Affected Bank right, with the assistance of the Agent, to use reasonable efforts to designate a different lending office for funding seek one or booking its Loans hereunder more banks or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution other institutions satisfactory to the Borrower and the Agent (collectively, the “Purchasing Banks”) willing to acquire purchase the Selling Bank’s Loans, its participation interests of any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s on the terms specified in this Section 8.06. The Selling Bank shall be obligated (as the case may beand hereby irrevocably agrees) to sell its Loans and Committed Line Portion its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (a “Replacement Bank”); (c) request which may include one or more of the other Banks Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount thereof, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and assume as a condition thereof, the Borrower shall pay to the Selling Bank all or part fees accrued for its account hereunder to but excluding the date of such Affected Bank’s sale, plus, if demanded by the Selling Bank at least two Domestic Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Fixed Rate Loans of the Selling Bank on the date of such sale and Committed Line Portion; (dii) designate a Replacement any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or (e) remove Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Defaulting Purchasing Bank (shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in its various capacities hereunder) upon respect of which such Selling Bank was a Non-Consenting Bank. Upon the payment prepayment of all amounts then due owing to any Selling Bank and the termination of such Selling Bank’s Commitments, if any, such Selling Bank shall no longer constitute a “Bank” for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder shall survive as to such Defaulting Selling Bank. If the Selling Bank hereunder at paris also an LC Issuing Bank, its obligation to the extent issue, amend, renew or extend Letters of Credit shall terminate concurrently with such removal is approved by the Agents. Any such designation of sale and its status as an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each LC Issuing Bank (which consent but not its right to indemnification hereunder) shall not be unreasonably withheld)terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero or have been fully cash collateralized or supported by other letters of credit, in each case, in a manner satisfactory to the LC Issuing Bank.

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(c), 11.1, 11.5 or upon 11.6, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result 13.8 hereof), with the assistance of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent Agent, to seek a substitute Bank or Banks (such constituting a Defaulting Bank which may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") to purchase the Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as defined the case may be and assume the commitments (including without limitation its participations in Section 1.01), the Borrower may: (aSwing Line Advances and Letters of Credit) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment under this Agreement of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the . The Affected Bank shall be obligated to any unreimbursed costs or expense (and sell its Advances of the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request Revolving Credit, Swing Line and/or the Affected Bank or the Defaulting Bank (applicable Term Loan, as the case may be) , and assign its commitments to use its best efforts such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to designate a replacement bank or financial institution satisfactory do so, at an aggregate price equal to the Borrower outstanding principal amount thereof, plus unpaid interest accrued thereon up to acquire but excluding the date of the sale. In connection with any such sale, and assume as a condition thereof, Company shall pay to the Affected Bank all or a ratable part of all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s or Defaulting Bank’s (as 's commitment, and the case may be) Loans and Committed Line Portion (Affected Bank shall be released from its obligations hereunder to a “Replacement Bank”); (c) request corresponding extent. If any Purchasing Bank is not already one or more of the other Banks to acquire and assume all or part of such Banks, the Affected Bank’s , as assignor, such Purchasing Bank, as assignee, Company and the Administrative Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans and Committed Line Portion; (d) designate a Replacement of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Administrative Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or Section 11.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 11.5 or upon the Borrower repaying any Loan Section 11.7 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 11.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder at parand shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 11.8, the Purchasing Lender shall pay to the extent Agent the administrative fee for processing such removal is approved by assignment referred to in Section 13.8. Upon the Agents. Any such designation consummation of an alternative officeany sale pursuant to this Section 11.8, branch or Affiliate under clause (a) above the Affected Lender, the Agent and any such designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)new Notes, as applicable.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Notes, as applicable. 13.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (1) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01 or additional amounts under Section 3.06 or (2) is unable to make or maintain a LIBOR Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03, or (3) if Borrower is required to pay any Indemnified Taxes or additional amounts to any Bank or any Governmental Authority for the Borrower may: (a) request the Affected account of any Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and 3.10, or (ii4) does not subject becomes a Defaulting Lender, Borrower may, within ninety (90) days of receipt of such demand or notice (or the Affected Bank occurrence of such other event causing Borrower to any unreimbursed costs or expense (and the Borrower hereby agrees be required to pay all reasonable costs and expenses incurred by any Affected Additional Costs or causing said Section 3.03 to be applicable) or such Bank in connection with any such designation or assignment); (b) request the Affected Bank or the becoming a Defaulting Bank (Lender, as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion , give written notice (a “Replacement BankNotice”); ) to Administrative Agent and to each Bank of Borrower’s intention either (cx) request one or more of to prepay in full the other Banks to acquire and assume all or part of such Affected Bank’s Loans Note(s) and Committed Line Portion; (d) designate a Replacement Bank to terminate the Affected Bank’s entire Loan Commitment or (ey) remove to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Defaulting Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (in 30) days of its various capacities hereunder) upon receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Note(s), together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate properly demanded and unreimbursed under clause (a) above Sections 3.01 and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)3.05.

Substitution of Banks. Upon If (i) any Bank has demanded compensation under Clause 2.5 or (ii) the receipt Obligors are obligated to replace a Bank pursuant to clause (x) of Clause 2.6(a) the Obligors shall have the right, upon twenty (20) Business Days' prior notice to such Bank (or five Business Days' prior notice in the case of any substitution pursuant to the foregoing clause (ii)), to cause one or more banks (which may be one or more of the Banks), each such bank to be acceptable to the Beneficiary and, if there shall at such time be more than one Bank hereunder, reasonably satisfactory to the Majority Banks (determined for this purpose as if such Bank had no Letter of Credit Amount and no Reimbursement Obligation was payable to such Bank hereunder), in each case with the written acknowledgment of the Agent, to assume the obligations of the Bank to be replaced (the "Old Bank(s)") under this Agreement and, if required by the Borrower from any Bank Beneficiary, to issue (together with the other Banks hereto) a letter of credit in the form of the Amended Letter of Credit then outstanding but in an “Affected Bank”amount equal to the Stated Amount then in effect. If one or more such banks in each case acceptable to the Beneficiary are identified by the Obligors and, if required pursuant to this Clause, approved as being reasonably satisfactory to the Majority Banks (determined as provided above), the Banks shall consent to such assumption and issuance pursuant to a written instrument. Upon (i) the execution and delivery of such instrument by the Obligors, the Banks, and the Agent, (ii) the return by the Beneficiary of the Amended Letter of Credit, (iii) the execution and delivery to the Beneficiary of a claim for compensation under Section 4.03 or upon new letter of credit by the Borrower repaying any Loan Banks (or portion thereofincluding the new banks but excluding the Old Banks) advanced hereunder pursuant and (iv) payment by the new banks (the "Substitution Banks") to Section 2.12 as the Old Banks of all accrued fees to but excluding the date of such assumption and issuance, each of such Substitution Banks shall become a result bank party to this Agreement (if it is not already a party hereto) and shall from the date of such substitution have all the rights and obligations of a Bank failing with a Letter of Credit Amount and Percentage Share (which, if such Substitution Bank is already a party hereto, shall take into account such Substitution Bank's existing Letter of Credit Amount and Percentage Share) and the Old Bank shall from date of such substitution be released from its obligations under this Agreement and the Amended Letter of Credit, and no further consent or action by any other Person shall be required; provided that on the date of such assumption and issuance (x) all amounts payable under Clause 2.3 shall have been paid in full and (y) no Event of Default shall have occurred and be continuing on such date. In the event that there is more than one Bank party hereto and the entity which is the Agent, in its capacity as a Bank, is required to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign transfer all of its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject this Clause 2.7, the Affected Bank Agent shall, promptly upon the consummation of any assumption pursuant to any unreimbursed costs or expense (this Clause 2.7, resign as Agent hereunder and the Borrower hereby agrees Majority Banks (determined as if the Bank resigning as Agent had no Letter of Credit Amount and no Reimbursement Obligation was payable to pay all reasonable costs and expenses incurred by any Affected such Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank’s Loans and Committed Line Portion; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause shall (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Obligors), have the right to appoint another Bank and each Issuing Bank (which consent shall not be unreasonably withheld)as successor Agent, all in accordance with Clause 12.11.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (1) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01 or additional amounts under Section 3.06 or (2) is unable to make or maintain a SOFR Loan or Term SOFR Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03, the or (3) if Borrower may: (a) request the Affected Bank is required to use reasonable efforts pay any Indemnified Taxes or additional amounts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected any Bank, such designation any Issuing Bank or assignment (i) eliminates any Governmental Authority for the account of any Bank or reduces, in the future, amounts payable Issuing Bank pursuant to Section 4.03 and 3.10, or (ii4) does not subject becomes a Defaulting Lender, Borrower may, within ninety (90) days of receipt of such demand or notice (or the Affected Bank occurrence of such other event causing Borrower to any unreimbursed costs or expense (and the Borrower hereby agrees be required to pay all reasonable costs and expenses incurred by any Affected Additional Costs or causing said Section 3.03 to be applicable) or such Bank in connection with any such designation or assignment); (b) request the Affected Bank or the becoming a Defaulting Bank (Lender, as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion , give written notice (a “Replacement BankNotice”); ) to Administrative Agent and to each Bank of Borrower’s intention either (cx) request one or more of to prepay in full the other Banks to acquire and assume all or part of such Affected Bank’s Loans Note and Committed Line Portion; (d) designate a Replacement Bank to terminate the Affected Bank’s entire Loan Commitment or (ey) remove to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Defaulting Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (in 30) days of its various capacities hereunder) upon receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate properly demanded and unreimbursed under clause (a) above Sections 3.01 and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)3.05.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or Section 11.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 11.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 11.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting sale and (ii) any additional compensation accrued for its account under Section 11.5 to but excluding said date. Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume the Affected Lender's commitment and the Affected Lender shall be released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder at parand shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 11.8, the Purchasing Lender shall pay to the extent Agent the administrative fee for processing such removal is approved by assignment referred to in Section 13.8. Upon the Agents. Any such designation consummation of an alternative officeany sale pursuant to this Section 11.8, branch or Affiliate under clause (a) above the Affected Lender, the Agent and any such designation of Company shall make appropriate arrangements so that, if required, each Purchasing Lender receives a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)new Notes, as applicable.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “"Affected Bank”") of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01 or (ii) is unable to make or maintain a LIBOR Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.013.01 or 3.03, Borrower may, within ninety (90) days of receipt of such demand or notice (or the occurrence of such other event causing Borrower to be required to pay Additional Costs or causing said Section 3.01 or 3.03 to be applicable), the Borrower may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be, give notice (a "Replacement Notice") to use its best efforts Administrative Agent (which will promptly forward a copy of such notice to designate a replacement bank each Bank) of Borrower's intention either (x) to prepay in full the Affected Bank's Note and to terminate the Affected Bank's entire Loan Commitment or (y) to replace the Affected Bank with another financial institution satisfactory to (the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “"Replacement Bank”); ") designated in such Replacement Notice. In the event Borrower opts to give the notice provided for in clause (cx) request one or more above, and if the Affected Bank shall not agree within thirty (30) days of the other Banks its receipt thereof to acquire and assume all or part of such Affected Bank’s Loans and Committed Line Portion; (d) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.01, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.11(a)) terminate the Affected Bank's entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank's Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts properly demanded and unreimbursed under this Article III. In the event Borrower opts to give the notice provided for in clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank in writing that the proposed Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the end of such thirty (30)-day period, agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.01, then the Affected Bank shall, so long as no Default or Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Replacement Bank, and the Replacement Bank shall assume all of the Affected Bank's rights and obligations, pursuant to an agreement, substantially in the form of an Assignment and Assumption Agreement, executed by the Affected Bank and the Replacement Bank. In connection with such assignment and assumption, the Replacement Bank shall pay to the Affected Bank an amount equal to the outstanding principal amount under the Affected Bank's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Bank; provided, however, that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid to such Defaulting Affected Bank hereunder at parall amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption, and the payment by the Replacement Bank to Administrative Agent, for its own account, of a fee in the amount of $2,500, the Replacement Bank shall become a party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the Affected Bank shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a substitute Note shall be issued to the extent Replacement Bank by Borrower, in exchange for the return of the Affected Bank's Note. The obligations evidenced by such removal is approved substitute Notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the AgentsMortgages. Any In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such designation evidence of an alternative officethe due authorization, branch or Affiliate under clause (a) above execution and delivery of the substitute notes and any such designation of a related documents as Administrative Agent may reasonably request. If the Replacement Bank under clause (bis not a United States person within the meaning of Section 7701(a)(30) of the Code, it shall, prior to the first date on which interest or (d) fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Replacement Bank shall be subject deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Borrower, Administrative Agent and the Banks shall execute such modifications to the prior written consent of Loan Documents as shall be reasonably required in connection with and to effectuate the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)foregoing.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Revolving Credit Bank to make Eurodollar-based Advances has been suspended pursuant to Section 10.3 or Section 10.4, (ii) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 10.5 or upon the Borrower repaying any Loan 10.7 or (or portion thereofiii) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing has wrongfully failed to fund its Pro Rata percentage of any requested Advance Share to the Administrative Agent under Section 2.4(c) (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Notes and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Notes and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 10.1 if Company has prepaid the outstanding Eurodollar-based Advances of the Affected Lender on the date of such Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 10.5 or 10.7 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected Lender shall be released from its obligations hereunder to a corresponding extent. The Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to, and subject to the prior written consent of conditions of, Section 12.8 hereof. In connection with any assignment pursuant to this Section 10.6, Company or the Swing Line Bank and each Issuing Bank (which consent Purchasing Lender shall not be unreasonably withheld)pay to the Agent the administrative fee for processing such assignment referred to in Section 12.8.

Substitution of Banks. Upon the receipt by the Borrower from If (a) any Bank (an “Affected Bank”) of a claim for has demanded compensation under Section 4.03 or upon 8.03, (b) the Borrower repaying has become obligated to pay any Loan (Taxes or portion thereof) advanced hereunder other amounts to or for the account of any Bank pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent 8.04 (such constituting Bank, in either clause (a) or (b), an "Increased Cost Bank"), (c) any Bank has become a Defaulting Bank as defined and has failed to cure its default within five days after the Borrower's request that it cure such default or (d) in Section 1.01connection with any proposed amendment, modification, termination, waiver or consent contemplated by Sections 9.05(b) to 9.05(f), inclusive, the consent of Required Banks shall have been obtained but the consent of one or more of such other Banks (each a "Non-Consenting Bank") whose consent is required has not been obtained, in each case, then, with respect to each such Increased Cost Bank, Defaulting Bank or Non-Consenting Bank (each a "Selling Bank"), the Borrower may: (a) request shall have the Affected Bank right, with the assistance of the Agent, to use reasonable efforts to designate a different lending office for funding seek one or booking its Loans hereunder more banks or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution other institutions satisfactory to the Borrower and the Agent (collectively, the "Purchasing Banks") willing to acquire purchase the Selling Bank's Loans, its participation interests of any unpaid Reimbursement Obligations and Swingline Loans and assume the Commitment of the Selling Bank, all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s on the terms specified in this Section 8.06. The Selling Bank shall be obligated (as the case may beand hereby irrevocably agrees) to sell its Loans and Committed Line Portion its participation interests in any unpaid Reimbursement Obligations and Swingline Loans to such Purchasing Bank or Banks (a “Replacement Bank”); (c) request which may include one or more of the other Banks Banks) in accordance with the provisions of Section 9.06(c) within 5 days after receiving notice from the Borrower requiring it to acquire do so, at an aggregate price equal to the outstanding principal amount of Loans held by the Selling Bank and assume any amounts funded by the Selling Bank with respect to its participation interests in unpaid Reimbursement Obligations or Swingline Loans, plus unpaid interest accrued thereon to but excluding the date of sale. In connection with any such sale, and as a condition thereof, the Borrower shall pay to the Selling Bank all or part fees accrued for its account hereunder to but excluding the date of such Affected Bank’s sale, plus, if demanded by the Selling Bank at least two Business Days prior to such sale, (i) the amount of any indemnity which would be due to the Selling Bank under Section 2.14 if the Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on the date of such sale and Committed Line Portion; (dii) designate a Replacement any additional compensation, Taxes or other amounts accrued for its account under Section 8.03 or Section 8.04, as applicable, to but excluding, said date (it being understood that the Selling Bank shall retain its right to be compensated after the date of such sale for any such accrued amounts remaining unpaid) and shall pay to the Agent the administrative fee referred to in Section 9.06(c). Upon such sale, the Purchasing Bank or (e) remove Banks shall assume the Commitment of the Selling Bank, and the Selling Bank shall be released from its obligations hereunder to a corresponding extent, and, such Defaulting Purchasing Bank (shall be a Bank party to this Agreement, shall be deemed to be an Assignee hereunder and shall have all the rights and obligations of a Bank with a Commitment equal to its ratable share of the Commitment of the Selling Bank. Upon the consummation of any sale pursuant to this Section 8.06, the Selling Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, each Purchasing Bank receives a new Note. In the event such Selling Bank is a Non-Consenting Bank, each Purchasing Bank shall consent, at the time of such assignment, to each matter in its various capacities hereunder) upon respect of which such Selling Bank was a Non-Consenting Bank. Upon the payment prepayment of all amounts then due owing to any Selling Bank and the termination of such Selling Bank's Commitments, if any, such Selling Bank shall no longer constitute a "Bank" for purposes hereof; provided, any rights of such Selling Bank to indemnification hereunder shall survive as to such Defaulting Selling Bank. If the Selling Bank hereunder at paris also an LC Issuing Bank, its obligation to the extent issue, amend, renew or extend Letters of Credit shall terminate concurrently with such removal is approved by the Agents. Any such designation of sale and its status as an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each LC Issuing Bank (which consent but not its right to indemnification hereunder) shall not be unreasonably withheld)terminate when the LC Liabilities relating to all Letters of Credit issued by it have been reduced to zero or have been fully cash collateralized or supported by other letters of credit, in each case, in a manner satisfactory to the LC Issuing Bank.

Substitution of Banks. Upon If (i) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 12.3 or Section 12.4 or (an “Affected Bank”ii) of a claim for any Bank has demanded compensation under Section 4.03 or upon the Borrower repaying any Loan 12.5 (or portion thereof) advanced hereunder pursuant to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.01each case, an "Affected Lender"), Company shall have the Borrower may: right, with the assistance of the Agent, to seek a substitute lender or lenders (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case which may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request be one or more of the other Banks (the "Purchasing Lender" or "Purchasing Lenders") to acquire purchase the Revolving Credit Note and assume all or part the commitment (including without limitation its participations in Swing Line Advances and Letters of Credit) under this Agreement of such Affected Bank’s Loans Lender. The Affected Lender shall be obligated to sell its Revolving Credit Note and Committed Line Portion; assign its commitment to such Purchasing Lender or Purchasing Lenders within fifteen days after receiving notice from Company requiring it to do so, at an aggregate price equal to the outstanding principal amount thereof plus unpaid interest accrued thereon up to but excluding the date of the sale. In connection with any such sale, and as a condition thereof, Company shall pay to the Affected Lender all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Lender at least two Business Days prior to such sale, (di) designate a Replacement Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment amount of all amounts then any compensation which would be due to the Affected Lender under Section 12.1 if Company has prepaid the outstanding Eurocurrency-based Advances of the Affected Lender on the date of such Defaulting Bank hereunder at parsale and (ii) any additional compensation accrued for its account under Section 12.5 to but excluding said date. Upon such sale, to the extent such removal is approved by Purchasing Lender or Purchasing Lenders shall assume the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above Affected Lender's commitment and any such designation of a Replacement Bank under clause (b) or (d) the Affected Lender shall be subject released from its obligations hereunder to a corresponding extent. If any Purchasing Lender is not already one of the prior written Banks, the Affected Lender, as assignor, such Purchasing Lender, as assignee, Company and the Agent, with the subscribed consent of the Swing Line Bank shall enter into an Assignment Agreement pursuant to Section 14.8 hereof, whereupon such Purchasing Lender shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Percentage equal to its ratable share of the Revolving Credit Aggregate Commitment of the Affected Lender. In connection with any assignment pursuant to this Section 12.8, Company or the Purchasing Lender shall pay to the Agent the administrative fee for processing such assignment referred to in Section 14.8. Upon the consummation of any sale pursuant to this Section 12.8, the Affected Lender, the Agent and Company shall make appropriate arrangements so that, if required, each Issuing Bank (which consent shall not be unreasonably withheld)Purchasing Lender receives a new Revolving Credit Note.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (i) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01, (ii) is unable to make or maintain a Term SOFR Loan or a Daily SOFR Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined condition described in Section 1.01)3.03, the (iii) has any increased costs as described in Section 3.06, (iv) requires Borrower may: (a) request the Affected to pay any Indemnified Taxes or other amounts to such Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable any Governmental Authority pursuant to Section 4.03 10.13, or (v) becomes a Defaulting Lender or a Non-Consenting Bank, Borrower may, at Borrower’s sole expense and effort within ninety (90) days of receipt of such demand or notice of the occurrence of an event described above in this Section 3.07 (provided (A) such 90-day limit shall not be applicable for a Defaulting Lender and (iiB) does not subject the Affected Bank such 90-day period shall be extended for an additional period of 60 days if Borrower shall have attempted during such 90-day period to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting secure a Replacement Bank (as the case may bedefined below) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of shall be diligently pursuing such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion attempt), give written notice (a “Replacement Notice”) to Administrative Agent and to each Bank of Borrower’s intention to replace the Affected Bank with another financial institution (the “Replacement Bank”)) designated in such Replacement Notice; provided, that in the case of any assignment resulting from a Bank becoming a Non-Consenting Bank, the Replacement Bank shall have consented to the applicable consent, approval, amendment or waiver; provided, further, that in the case of an Affected Bank that is not a Defaulting Lender or Non-Consenting Bank, if Borrower has been unable to obtain a Replacement Bank after using its commercially reasonable efforts to do so for a period of sixty (c60) request one or more of the other Banks days, Borrower shall be permitted to acquire and assume all or part of prepay in full such Affected Bank’s Loans and Committed Line Portion; to terminate such Affected Bank’s entire Commitment so long as (dA) designate a Replacement no Default or Event of Default shall have ocurrred and be continuing at the time of such prepayment or immediately after giving effect thereto, (B) within thirty (30) days after its receipt of Borrower’s request therefor, such Affected Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon shall not have agreed to waive the payment of all the Additional Costs, Indemnified Taxes or other amounts then due in question pursuant to such Defaulting Bank hereunder at par, Section 10.13 or the effect of the circumstances described in Section 3.03 or in Section 3.06 and (C) to the extent two or more Affected Banks are so prepaid and their Commitments terminated, such removal is approved by Affected Banks’ aggregate Commitments so terminated shall not exceed 5% of the Agentstotal Commitments before giving effect to such terminations, and such prepayments shall be made ratably in accordance with such Affected Banks’ respective Pro Rata Shares. Any such designation In the event Borrower shall elect to make a prepayment of an alternative officeAffected Bank to the extent permitted in the final proviso of the preceding paragraph, branch or Affiliate under then, so long as no Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (a2) above and any such designation of a Replacement Bank under clause (bSection 2.16(a)) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld).terminate

Substitution of Banks. Upon the receipt by the Borrower Borrowers from any Bank (an “Affected Bank”"AFFECTED BANK") of a claim for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereof) advanced hereunder pursuant to Section 2.12 as 3.01 or Section 3.03, or a result of a Bank failing notice to fund its Pro Rata Advance Share to the Borrowers through the Administrative Agent (such constituting a Defaulting Bank as defined in under Section 1.013.02(a), unless the Borrower Borrowers and the Affected Bank have reached an agreement or are negotiating toward reaching an agreement relative to alleviating the impact of such claim for compensation or such notice on the Borrowers, the Borrowers may: (a) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the judgment of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request the Affected Bank or the Defaulting Bank (as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion (a “Replacement Bank”); (c) request one or more of the other Banks to acquire and assume all or part of such Affected Bank’s Loans 's Advances and Committed Line PortionRevolving Commitment, which request may be granted or denied in such Bank's sole discretion; or (dii) designate a Replacement Bank replacement bank or financial institution (ethe "Substitute Bank") remove to acquire and assume all or part of such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, to the extent such removal is approved by the AgentsAffected Bank's Advances and Revolving Commitment. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Substitute Bank under clause (b) or (dii) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank Administrative Agent (which consent shall not be unreasonably withheld). In the event of the replacement of an Affected Bank, such Affected Bank agrees to assign without recourse its rights and obligations hereunder to the Substitute Bank upon payment by the Substitute Bank to the Affected Bank of the principal amount of such Affected Banks's -------------------------------------------------------------------------------- Page 45 -------------------------------------------------------------------------------- outstanding Advances and any accrued and unpaid interest thereon, and any other amounts owed to such Affected Bank and to execute and deliver to the Administrative Agent an assignment and acceptance in form and substance reasonably satisfactory to the Administrative Agent and such Affected Bank evidencing such assignment and the acceptance by the Substitute Bank of such Affected Bank's obligations hereunder. The designation of a Substitute Bank shall not affect the Borrowers' obligations to such Affected Bank hereunder.

Substitution of Banks. Upon the receipt by the Borrower from If any Bank (an “Affected Bank”) of a claim (1) makes demand upon Borrower for compensation under Section 4.03 or upon the Borrower repaying any Loan (or portion thereofif Borrower is otherwise required to pay) advanced hereunder Additional Costs pursuant to Section 2.12 3.01 or (2) is unable to make or maintain a LIBOR Loan or LIBOR Bid Rate Loan as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent condition described in Section 3.03 or clause (such constituting 2) of Section 3.02, or (3) becomes a Defaulting Bank as defined in Section 1.01)Lender, the Borrower may: , within ninety (a90) request the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another days of its offices, branches or Affiliates if, in the judgment receipt of such Affected Bank, demand or notice (or the occurrence of such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant other event causing Borrower to Section 4.03 and (ii) does not subject the Affected Bank to any unreimbursed costs or expense (and the Borrower hereby agrees be required to pay all reasonable costs and expenses incurred by any Affected Additional Costs or causing said Section 3.03 or clause (2) of Section 3.02 to be applicable) or such Bank in connection with any such designation or assignment); (b) request the Affected Bank or the becoming a Defaulting Bank (Lender, as the case may be) to use its best efforts to designate a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or a ratable part of all of such Affected Bank’s or Defaulting Bank’s (as the case may be) Loans and Committed Line Portion , give written notice (a “Replacement BankNotice”); ) to Administrative Agent and to each Bank of Borrower’s intention either (cx) request one or more of to prepay in full the other Banks to acquire and assume all or part of such Affected Bank’s Loans Note and Committed Line Portion; (d) designate a Replacement Bank to terminate the Affected Bank’s entire Loan Commitment or (ey) remove to replace the Affected Bank with another financial institution (the “Replacement Bank”) designated in such Defaulting Replacement Notice. In the event Borrower opts to give the notice provided for in clause (x) above, and if the Affected Bank shall not agree within thirty (in 30) days of its various capacities hereunder) upon receipt thereof to waive the payment of the Additional Costs in question or the effect of the circumstances described in Section 3.03 or clause (2) of Section 3.02, if applicable, then, so long as no Default or Event of Default shall exist, Borrower may (notwithstanding the provisions of clause (2) of Section 2.10(a)) terminate the Affected Bank’s entire Loan Commitment, provided that in connection therewith it pays to the Affected Bank all outstanding principal and accrued and unpaid interest under the Affected Bank’s Note, together with all other amounts, if any, due from Borrower to the Affected Bank, including all amounts then due properly demanded and unreimbursed under Sections 3.01 and 3.05. In the event Borrower opts to such Defaulting give the notice provided for in clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days of its receipt of the Replacement Notice, notify Borrower and each Bank hereunder at parin writing that the Replacement Bank is reasonably satisfactory to Administrative Agent and (ii) the Affected Bank shall not, prior to the extent end of such removal is approved by thirty (30)-day period, agree to waive the Agents. Any such designation payment of an alternative office, branch the Additional Costs in question or Affiliate under the effect of the circumstances described in Section 3.03 or clause (a2) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld).Section 3.02, if applicable, then the

Substitution of Banks. Upon If (a) the receipt by the Borrower from obligation of any Bank to make Eurocurrency-based Advances has been suspended pursuant to Section 11.3 or 11.4 or (an “Affected Bank”b) of a claim for any Bank has demanded compensation under Section 4.03 3.4(b), 11.1 or upon 11.5, (in each case, an "Affected Bank"), then the Borrower repaying any Loan Company shall have the right (or portion thereof) advanced hereunder pursuant subject to Section 2.12 as a result of a Bank failing to fund its Pro Rata Advance Share to the Administrative Agent (such constituting a Defaulting Bank as defined in Section 1.0113.8 hereof), with the Borrower may: assistance of the Agent, to seek a substitute Bank or Banks (awhich may be one or more of the Banks (the "Purchasing Bank" or "Purchasing Banks") request to purchase the Affected Bank to use reasonable efforts to designate a different lending office for funding or booking Advances of the Revolving Credit, Swing Line and/or the applicable Term Loan, as the case may be and assume the commitments (including without limitation its Loans hereunder or to assign its rights participations in Swing Line Advances and obligations hereunder to another Letters of its offices, branches or Affiliates if, in the judgment Credit) under this Agreement of such Affected Bank, such designation or assignment (i) eliminates or reduces, in the future, amounts payable pursuant to Section 4.03 and (ii) does not subject the . The Affected Bank shall be obligated to any unreimbursed costs or expense (and sell its Advances of the Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Bank in connection with any such designation or assignment); (b) request Revolving Credit, Swing Line and/or the Affected Bank or the Defaulting Bank (applicable Term Loan, as the case may be) , and assign its commitments to use its best efforts such Purchasing Bank or Purchasing Banks within fifteen days after receiving notice from Company requiring it to designate a replacement bank or financial institution satisfactory do so, at an aggregate price equal to the Borrower outstanding principal amount thereof, plus unpaid interest accrued thereon up to acquire but excluding the date of the sale. In connection with any such sale, and assume as a condition thereof, Company shall pay to the Affected Bank all or a ratable part of all fees accrued for its account hereunder to but excluding the date of such sale, plus, if demanded by the Affected Bank within ten Business Days after such sale, (i) the amount of any compensation which would be due to the Affected Bank under Section 11.1 if the Company had prepaid the outstanding Eurocurrency-based Advances of the Affected Bank on the date of such sale and (ii) any additional compensation accrued for its account under Sections 3.4(c) and 11.5 to but excluding said date. Upon such sale, the Purchasing Bank or Purchasing Banks shall assume the Affected Bank’s or Defaulting Bank’s (as 's commitment, and the case may be) Loans and Committed Line Portion (Affected Bank shall be released from its obligations hereunder to a “Replacement Bank”); (c) request corresponding extent. If any Purchasing Bank is not already one or more of the other Banks to acquire and assume all or part of such Banks, the Affected Bank’s , as assignor, such Purchasing Bank, as assignee, Company and the Agent, shall enter into an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such Purchasing Bank shall be a Bank party to this Agreement, shall be deemed to be an assignee hereunder and shall have all the rights and obligations of a Bank with a Revolving Credit Percentage equal to its ratable share of the then applicable Revolving Credit Aggregate Commitment and the applicable Percentages of the Term Loans and Committed Line Portion; (d) designate a Replacement of the Affected Bank. In connection with any assignment pursuant to this Section 11.7, the Company or the Purchasing Bank or (e) remove such Defaulting Bank (in its various capacities hereunder) upon the payment of all amounts then due to such Defaulting Bank hereunder at par, shall pay to the extent Agent the administrative fee for processing such removal is approved by the Agents. Any such designation of an alternative office, branch or Affiliate under clause (a) above and any such designation of a Replacement Bank under clause (b) or (d) shall be subject assignment referred to the prior written consent of the Swing Line Bank and each Issuing Bank (which consent shall not be unreasonably withheld)in Section 13.8.